The New York Times Companies Supplemental Retirement and Investment Plan Summary Plan Description and Prospectus January 1, 2011

Transcription

1 The New York Times Companies Supplemental Retirement and Investment Plan Summary Plan Description and Prospectus January 1, 2011 This prospectus covers up to 5,500,000 shares of Class A Common Stock, $.10 par value, of The New York Times Company issuable pursuant to the terms of The New York Times Companies (the SRIP or the Plan ). Our shares are traded on the New York Stock Exchange under the symbol NYT. This prospectus also covers an indeterminate number of plan interests under the Plan. We suggest that you retain this prospectus for future reference. This prospectus describes the material terms of the Plan for your information. This document constitutes part of a prospectus statement covering securities that have been registered under the Securities Act of The date of this Prospectus is July 29, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

2 Table of Contents (SRIP)... 1 SRIP s Key Features... 2 Definitions of Terms... 3 Eligibility... 6 You Are Eligible if... 6 Participating in SRIP... 7 Enrolling for the First Time... 7 Re-enrolling... 7 If You Lose Your Eligibility... 8 Designating a Beneficiary... 9 Changing Your Beneficiary... 9 If You Do Not Name a Beneficiary... 9 Contributions to SRIP Matched Contributions Unmatched Contributions Catch-Up Contributions Company Transfer Contributions Company Safe Harbor Matching Contributions Employer Basic Contributions Before-Tax, Roth and After-Tax Contributions IRS Limitations Applicable to All Participants Changing Your Contributions Rollover Contributions Top-Heavy Provision Investing in SRIP Funds You Decide How to Invest your Contributions Changing Investments Your Account Managing Your Account Personal Account Statements Loans and Withdrawals Loans Requesting a Loan Loan Interest and Fees Loan Repayment Repayment during an Approved Leave of Absence Repayment during a Military Leave of Absence Repayment upon Separation from the Company Repayment upon Retirement Death Deductibility of Loan Interest Loan Administrator Withdrawals In-Service Withdrawals Hardship Withdrawals Qualified Reservist Distribution Recordkeeper

3 Vesting of Your Account Re-employment Reinstatement of Forfeitures for Rehired Employees Payment of Your SRIP Account Methods of Payment Timing of Payment Minimum Distribution Taxation of SRIP Distributions and Withdrawals Circumstances that May Limit Your Benefits or Cause a Loss of Benefits Qualified Domestic Relations Order Future of the Plan Claim Denial and Appeal Your Rights Under ERISA Receive Information About Your Plan and Benefits Prudent Actions by Plan Fiduciaries Enforce Your Rights Assistance with Your Questions Securities Offered Under the Plan Where You Can Find More Information General Administrative Information Plan Administration Employer Identification Number Plan Number Agent for Service of Legal Process Plan Trustee Plan Records Recordkeeper Vanguard Plan Number Type of Plan A Final Note APPENDIX A

4 Supplemental Retirement and Investment Plan (SRIP) The New York Times Companies (SRIP) is designed to assist you with long-term savings for your retirement. This Plan covers non-union employees of The New York Times Company and certain of its participating affiliates. To obtain a list of participating affiliates, please contact the Plan Administrator. This is a Summary Plan Description intended to comply with the reporting and disclosure provisions under the Employee Retirement Income Security Act of 1974 (ERISA) and constitutes a prospectus covering securities that have been registered under the Securities Act of Certain terms in this prospectus are capitalized. These terms have specific meanings and are defined in the section below entitled Definitions of Terms. The information about the Plan in this prospectus is only applicable beginning on January 1, You should only rely on the information incorporated by reference or provided in this prospectus. The New York Times Company has authorized no one to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of the prospectus. The New York Times Company may update information with respect to the Plan by providing appendices to this prospectus. You are urged to retain this prospectus for future reference. This prospectus summarizes the important provisions of the Plan and is qualified in its entirety by reference to the Plan. The formal Plan document, as amended from time to time, will govern if there is a conflict between the description of the Plan contained in this prospectus and the Plan document. The New York Times Company intends to continue the Plan indefinitely. However, it reserves the right to modify, change, revise, amend or terminate the Plan at any time. Statements in this prospectus regarding the Federal income and excise tax consequences of participating in the Plan, particularly those regarding distributions, are intended only as summaries. Because the provisions of the tax laws are technical and subject to amendment and varying interpretations, and because the application of the tax laws may vary in individual cases, these statements can only be very general in nature. The implications of state and local income tax provisions, and Federal, state and local estate taxes are not addressed in this prospectus. You should seek professional tax advice regarding these matters. 1

5 SRIP s Key Features Subject to certain Internal Revenue Service restrictions, SRIP offers you the following advantages: The Plan offers immediate eligibility for savings to those who are scheduled to work at least 27 hours per week. (Employees who are scheduled to work less than 27 hours per week must earn a year of Eligibility Service before they may participate.) You can save up to 75% of your Earnings each year through convenient payroll deductions on a before-tax basis, an after-tax basis, or a Roth after-tax basis or a combination of the three. For every dollar you save, up to 6% of your Earnings, the Company matches your savings at the following rates: a. 100% of the amount of your Before-Tax Contributions, After-Tax Contributions, Catch-Up Contributions and/or Roth Contributions that do not exceed 3% of your Earnings for the Plan Year, plus b. 75% of the amount of your Before-Tax Contributions, After-Tax Contributions, Catch-Up Contributions and/or Roth Contributions that do not exceed the next 2% of your Earnings for the Plan Year, plus c. 50% of the amount of your Before-Tax Contributions, After-Tax Contributions, Catch-Up Contributions and/or Roth Contributions that do not exceed the next 1% of your Earnings for the Plan Year. You decide how your savings and Company contributions are invested by allocating your account among a choice of professionally managed funds. You can change how much you save each month. You can change how your savings are invested at any time. You defer paying federal (and in some cases, state and local) taxes on your before-tax savings, Company contributions and all investment earnings until they are withdrawn from the Plan. You can take a loan from your SRIP account for any reason. You may also be able to withdraw from your account while you are still working. Your vested account is payable upon retirement, disability, death or termination of employment. 2

6 Definitions of Terms Some important terms are defined in this section and are capitalized throughout this Plan summary. Whenever the term SRIP is used in this Plan summary, it refers to this Plan. When the term Plan is used in this summary, it refers to SRIP. After-Tax Contributions means the percentage of your Earnings, up to 75%, that you elect to have the Company contribute to the Plan on your behalf on an after-tax basis. Up to the first 6% of your aggregate contributions, whether Before-Tax, After-Tax, or Roth Contributions are eligible for the Employer Safe Harbor Matching Contribution. Before-Tax Contributions means the percentage of your Earnings, up to 75%, that you elect to have the Company contribute to the Plan on your behalf on a pre-tax basis. Up to the first 6% of your aggregate contributions, whether Before-Tax, After-Tax, or Roth Contributions are eligible for the Employer Safe Harbor Matching Contribution. Beneficiary means the person you choose (except as stipulated under a Qualified Domestic Relations Order) to receive the vested value of your account in the event of your death. If you are married, your spouse is automatically your Beneficiary. You can name a different Beneficiary only if your spouse provides written, notarized consent. Break in Service for vesting purposes means a period of interruption of your employment of at least 12 consecutive months. If you are absent from work for any approved leave of absence, including Maternity or Paternity Reasons, the 12-consecutive month period beginning on the first anniversary of the first date of such absence does not constitute a Break in Service for vesting purposes. For eligibility purposes, a Break in Service means any Plan Year during which you did not complete more than 500 Hours of Service. A Break in Service does not occur for up to two years if you are on an approved leave of absence. Additionally, it does not occur when you are on approved temporary absences due to holidays, vacation periods, and short term disability. A Break in Service also does not occur for as long as you are on a military leave provided that, after you are discharged, you return to work within the greater of three months or the period established by law. Catch Up Contributions mean additional Before-Tax Contributions and/or Roth Contributions you may be eligible to make if you are at least age 50 during the Plan Year. Earnings means your regular salary or wages each year (including vacation pay, sick pay other than amounts paid under a Company-sponsored Long-Term Disability Plan, regular sales bonuses and sales commissions, and bonuses in lieu of salary increases) up to a maximum amount limited by the Internal Revenue Code, subject to an annual adjustment ($245,000 in 2011). Earnings are calculated before any deductions, such as contributions for participation in the Company s Flexible Benefits Program, including contributions to the Health Care or Day Care Spending Account plans. They do not include other bonuses, overtime or any other extra compensation or deferred compensation. For purposes of determining your Employer Basic Contributions, Earnings means your regular cash compensation, including base salary, bonuses and sales commissions but excluding overtime pay, and other additional compensation, or any contribution to this or any other pension, profit-sharing, stock bonus or other plan of compensation. Employer Basic Contributions mean Company contributions equal to three (3) percent of your Earnings which are made to those Employees who complete a Year of Eligibility Service and become a Participant for purposes of receiving the Employer Basic Contribution as of the first of the month coincident with or following completion of a Year of Eligibility Service. You must be employed on the December 31 st of a year following the date you become a Participant for purposes of receiving the Employer Basic 3

7 Contribution, or terminate employment prior to the last day of the Plan Year on account of death, disability or retirement, to be allocated the Employer Basic Contribution. Employer Safe Harbor Matching Contributions mean Company contributions made to your account on the first 6% of Before-Tax Contributions, After-Tax Contributions, Roth Contributions and or Catch- Up Contributions that you elect to make to SRIP. Highly Compensated Employee means an Employee who at any time during the Plan Year or the preceding year was a more than 5% owner of the Employer or for the preceding year had Compensation in excess of $110,000 (as of 2011, and as adjusted by the Commissioner of Internal Revenue for the relevant year). Hour(s) of Service are used to determine eligibility service. It means any hour for which you are paid or entitled to be paid for performing services for the Company. It also includes each hour during which you do not perform job-related duties, but are entitled to payment by the Company due to vacation, holiday, illness, disability, layoff, jury duty, military duty, and leave of absence, but not more than 501 Hours of Service can be given for any such single continuous period. An Hour of Service is also credited for each hour for which back pay is awarded or agreed to by the Company, provided the hour has not been credited previously. An Hour of Service does not include any period during which you perform no duty and receive payments solely for the purpose of reimbursement of medical expenses incurred by you or for the purpose of complying with unemployment compensation, workers compensation, or disability insurance law. Maternity or Paternity Reasons mean an absence (1) because of your pregnancy; (2) because of the birth of your Child; (3) because of the placement of a Child for adoption by you; or (4) to care for your Child immediately following birth or adoption. Period of Service generally means your employment with the Company. Your period of service begins on your date of hire (or re-hire) and ends on the date a Period of Severance begins. Period of Severance is a continuous period of time during which you are not employed by the Company or an affiliate of the Company. The period begins on the date you quit, retire, or are discharged or, if earlier, the 12-month anniversary of the date on which you were otherwise first absent from service. Plan Year means the calendar year. Rollover Contribution means the permissible deposit of amounts from other qualified plans to your account in this Plan. Roth Contributions means contributions made by you on an after-tax basis (including Catch-Up Contributions designated as Roth Contributions), which are irrevocably designated by you as Roth Contributions, which are separately accounted for, and which are made in lieu of the Before-Tax contributions to the Plan. Year of Eligibility Service is used to determine your eligibility to participate in SRIP if you are scheduled to work less than 27 hours a week, and is used to determine your eligibility to receive the Employer Basic Contribution. A Year of Eligibility Service means the first 12-consecutive month period beginning on the date you first perform an Hour of Service during which you complete a total of at least 1,000 Hours of Service or, if you did not complete 1,000 Hours of Service during that period, the first Plan Year during which you complete a total of at least 1,000 Hours of Service. Year of Vesting Service is used to determine the nonforfeitable (vested) portion of the Company Matching Contributions made prior to January 1, 2009 and the Employer Basic Contributions made after January 1, A Year of Vesting Service means each 12-month Period of Service. You will receive credit for the aggregate of all time periods beginning with your employment or reemployment dates and ending on the date a Period of Severance begins. 4

8 If you were earning Vesting Service immediately before an absence for the following reasons you will continue to earn Vesting Service and not incur a Period of Severance: Absence because of service in the military forces of the United States, provided you return to the Company while your reemployment rights are protected by law; Periods of layoff for lack of work for two weeks or less; Periods of approved paid or unpaid leaves of absence for up to two years; and Temporary absences because of disability, holidays, or vacation. During these absences you will be credited a Period of Service approximately equal to what you would have accrued based on your regular work period prior to the Period of Severance. If you do not return to work, you will be considered to have terminated employment as of the end of the permitted length of the absence. 5

9 Eligibility You Are Eligible if If you are a non-union employee of The New York Times Company or a participating affiliate and are scheduled to work at least 27 hours per week when you are hired, you are eligible to participate in SRIP as of the first day of the month following the month in which you are hired. You may make After-Tax Contributions, Before-Tax Contributions, Roth Contributions and/or Catch-Up Contributions as well as a Rollover Contribution from other qualified plans. If you are a non-union employee and are not scheduled to work at least 27 hours per week when you are hired, you are eligible to participate in SRIP as of the first day of the month coincident with or next following the month in which you complete one Year of Eligibility Service. However, even if you have not completed one Year of Eligibility Service, you may make a Rollover Contribution from other qualified plans at any time. If your scheduled hours increase to 27 per week or more within your first year of employment, you will be eligible to participate in SRIP beginning as of the first of the month following the change in your scheduled hours. If you are a non-union employee of The New York Times Company or a participating affiliate, you are eligible to receive Employer Basic Contributions as of the first day of the month coincident with or next following the month in which you complete one Year of Eligibility Service. You are not eligible to participate in SRIP if: You are a leased employee or otherwise not classified as an employee by the Company; You are covered by a collectively bargaining agreement that does not provide for participation in this Plan; You are scheduled to work less than 27 hours per week when hired and you never complete a Year of Eligibility Service; or You are a temporary employee hired to work for a period of less than one year, unless you become eligible because you have completed one Year of Eligibility Service. 6

10 Participating in SRIP Enrolling for the First Time Enrolling in SRIP is entirely voluntary. If you are a new hire, Vanguard will send you a notice that you are eligible to participate. The notification includes the URL for electronic enrollment at If you do not enroll when you are first eligible, to begin contributing to the Plan, you should contact Vanguard by calling (800) or by going online to To register for online access you will need your Social Security number, birth date, zip code, and plan number noted in your enrollment kit (Plan number ). When you enroll, you will: specify the type of contributions you want made After-Tax Contributions, Before-Tax Contributions, and Roth Contributions, or any combination of the foregoing; indicate the After-Tax Contribution, Before-Tax Contribution, and Roth Contribution rate(s) you are electing; select your investment choices and the percentage of savings you want allocated to each investment choice; authorize the Company to make automatic deductions from your pay each pay period and deposit the deducted amounts in your SRIP account; and designate a beneficiary. Vanguard is your single source for enrollment. Call (800) or go online to Your participation in the Plan begins on the first day of the following month, provided you enroll through Vanguard by the 20th day of the current month. If you enroll after the 20 th of the month, participation will begin as of the first payroll period of the next following month. Your election continues in effect from year to year until you make a change. After your initial enrollment, you may change your contribution rate and your After-Tax, Before-Tax, and/or Roth Contribution elections as of the first day of any calendar month, and you may change your investment choices at any time. Detailed information about making changes is included in the sections Contributions to SRIP beginning on page 10, and Investing in SRIP Funds beginning on page 16. Re-enrolling There may be times when you have stopped contributing to SRIP, and then wish to re-enroll. Depending on your situation, you may re-enroll as follows: If you stopped contributing voluntarily and wish to resume saving, you may re-enroll at any time. Call Vanguard at (800) or go online to Your change will be effective the first payroll of the following month, provided Vanguard is contacted by the 20 th day of the current month. Otherwise, contributions will become effective the first payroll of the next following month. If your contributions were suspended because you took a withdrawal from your account, your contributions will be automatically reinstated after the period of suspension. 7

11 If you terminate employment with the Company and are later rehired, you may re-enroll immediately if you participated or were eligible to participate in the Plan during your previous employment period. Payroll deductions will begin as of the first day of the first payroll period of the next month, provided you contact Vanguard by the 20 th day of the current month. If you contact Vanguard later, participation will begin as of the first payroll period of the next following month. If you participate in SRIP and are transferred to a new location or affiliated company that offers SRIP, your contributions will be continued with no effect on your Plan participation. If You Lose Your Eligibility If you transfer to an affiliated company that does not participate in the Plan or your employee status changes to one that is not eligible to participate in the Plan, you may not make further contributions. A transfer does not entitle you to a distribution of your account. Your account will remain in the Plan and you have the right to make investment changes. You may continue to be eligible to make withdrawals and loans from your SRIP account. Your account is otherwise payable at termination, retirement, disability or death. 8

12 Designating a Beneficiary Your Beneficiary is the person, organization, or trust who receives a Plan benefit in the event of your death. When you enroll in the Plan, you should designate a Beneficiary in order to have your account distributed according to your wishes. Your enrollment kit contains a Beneficiary designation form or you may call Employee Services at (800) or Vanguard (800) to request one. You must complete and return a Beneficiary form to Employee Services for this Plan, even if you have named a beneficiary for other benefit plans. Any new or changed Beneficiary designation must be in writing and will be effective only upon receipt by the Company prior to your death. Different rules apply depending on your marital status: If you are not married, you can name anyone you want as Beneficiary. If you are married, your spouse is automatically your Beneficiary by law, unless a Qualified Domestic Relations Order (QDRO) designates another Beneficiary. If you want to name someone other than your spouse as Beneficiary and there is no QDRO in effect, your spouse must provide written, notarized consent to your designation. A spouse s consent is irrevocable with regard to that designated Beneficiary. Changing Your Beneficiary Subject to spousal consent if you are married, you can change your Beneficiary designation at any time provided there is no QDRO in effect. If you wish to make a change, contact Employee Services at (800) or Vanguard at (800) for the appropriate form. Be sure to review your current Beneficiary designation periodically, especially when you have a Life Event, such as following a birth, death, marriage or divorce. Return the completed form to Employee Services. If You Do Not Name a Beneficiary If you do not name a Beneficiary, or if your designated Beneficiary predeceases you and you have not designated another, in the event of your death your account will be divided and paid in equal shares to each member of the first class in the order listed below in which there is an eligible person who survives you: (1) Spouse; (2) Child(ren); (3) Parent(s); (4) Brother(s) and sister(s); (5) your estate. 9

13 Contributions to SRIP This section describes each type of contribution that may be part of your SRIP account. Generally, you may save from 1% to 75% of your Earnings, in any whole percentage subject to Internal Revenue Service (IRS) limitations described on page 13. After-Tax Contributions, Before-Tax Contributions, and/or Roth Contributions will continue to be deducted from your pay until you change or stop them. The amount of your contributions will increase or decrease as your rate of Earnings increases or decreases. Beginning in the Plan Year you attain age 50, you are eligible to make additional Before-Tax Contributions or Roth Contributions called Catch-Up Contributions. Matched Contributions You can elect to contribute any whole percentage up to 6% of your Earnings as Before-Tax Contributions, After-Tax Contributions or Roth Contributions. These contributions are made through automatic payroll deductions each pay period and are subject to the Company Safe Harbor Matching Contributions. Unmatched Contributions If you have made contributions to the Plan of up to 6% of your Earnings, you can contribute additional Earnings as Before-Tax Contributions, After-Tax Contributions, and/or Roth Contributions in any whole percentages, up to 75% of your Earnings. Like matched contributions, these additional contributions are made automatically through payroll deductions each pay period. Catch-Up Contributions Participants who are age 50 or more during the Plan Year may defer an additional amount of Before-Tax Contributions or Roth Contributions in excess of the IRS imposed limit on Before-Tax Contributions ($16,500 in 2011). This additional amount is $5,500 per year, and will be indexed for inflation each year in $500 increments. This means that if in 2011 you are contributing $16,500 on a before-tax basis or Roth basis, the maximum amount allowed, you may contribute up to $5,500 more in Before-Tax Catch-Up Contributions, or Roth Catch-Up Contributions, or any combination of them. Catch-Up Contributions will be credited to your account and be invested with your other contributions. Because they are a part of your account they are available for loans and withdrawals. Contact Vanguard at (800) or by going online to to elect Catch-Up Contributions. Company Transfer Contributions Company Contributions which were made to another plan and transferred to SRIP will be preserved within a separate account. The type of contributions, i.e., before-tax, after-tax, or employer contributions will also be preserved. Rollover Contributions are not considered Company Contributions. 10

14 Company Safe Harbor Matching Contributions The Company contributes a Safe Harbor Matching Contribution based on your contributions up to 6% of your Earnings as follows: (i) $1.00 for each dollar contributed to the Plan as a Before-Tax Contribution, an After- Tax Contribution, Catch-Up Contribution and/or a Roth Contribution up to 3% of your Earnings, plus (ii) $0.75 for each dollar contributed to the Plan as a Before-Tax Contribution, an After- Tax Contribution, Catch-Up Contribution and/or a Roth Contribution up to the next 2% of your Earnings, plus (iii) $0.50 for each dollar contributed to the Plan as a Before-Tax Contribution, an After- Tax Contribution, Catch-Up Contribution and/or a Roth Contribution up to the next 1% of your Earnings for the Plan Year. The Company does not match Rollover Contributions. For example, assume you earn $30,000 and save 10% of your Earnings each payroll period as a Before-Tax Contribution. Total contributions to your SRIP account would be calculated as follows: Your Before-Tax Contributions would be $3,000 (10% of $30,000). Of this $3,000, only $1,800 or 6% of $30,000 is eligible for the Safe Harbor Matching Contribution. You would then need to calculate 3% of your Earnings, 2% of your Earnings and 1% of your Earnings to determine each level of match. 3% of your Earnings is $900 and the match is dollar for dollar or $900; 2% of your Earnings is $600 and the match is $0.75 on the dollar or $450; and 1% of your Earnings is $300 and the match is $0.50 on the dollar or $150. The total match allocated to your account with respect to the first 6% of Earnings you contributed would be $1,500. Since in this example, you contributed more than the amount that is matched, i.e. 6%, an easier way to calculate the Safe Harbor Matching Contribution, is to multiply your Earnings by 5%. The Company Safe Harbor Matching Contribution is made in two parts. Each payroll period you will receive the cash equal to 60% of the Company Safe Harbor Matching Contribution. The remaining 40% of each dollar of Company Safe Harbor Matching Contribution will be credited to your account as a stock match semi-annually on June 30th and December 31 st of each year. The stock match will be allocated to your account as units of the Company Stock Fund based on the price of the Company Stock Fund on the date of allocation. You will be allocated the semi-annual stock match regardless of whether you are still employed by the Company on the allocation date. Effective December 1, 2011, the stock match will be allocated on a quarterly basis. The allocation of units of the Company Stock Fund to your account will be based on the price of the Company Stock Fund on the 5 th business day preceding the last day of the calendar quarter. The December 31, 2011 stock match will include the Company Safe Harbor Matching Contribution that you earned during the third and fourth quarters of

15 Employer Basic Contributions You will become eligible for the Employer Basic Contribution as of the first day of the month after you have completed a Year of Eligibility Service. If you are eligible for an Employer Basic Contribution, the Company will contribute to your SRIP account an amount equal to three (3) percent of your Earnings; provided you are employed on the last day of the Plan Year or terminate employment prior to the last day of the Plan Year on account of death, disability, or retirement. Employer Basic Contributions are made annually after the end of each Plan Year. Before-Tax, Roth and After-Tax Contributions Once you decide how much you want to save, you must decide whether to save on a Before-Tax basis, Roth basis or After-Tax basis, or a combination of all. Before-Tax Contributions, including Catch-Up Contributions Before-Tax Contributions are deducted from your Earnings before your federal taxes are calculated. As a result, your current taxable income is reduced and the amount of your federal income taxes withheld will be less. In addition, many (but not all) states and localities recognize this reduced income for purposes of calculating state and local taxes. You may contribute up to 75% of Earnings on a Before-Tax basis to SRIP, subject to IRS annual limits for the calendar year ($16,500 for 2011). If you elect to make Before-Tax Contributions and contribute the maximum Before-Tax Contribution amount permitted by the IRS limits for the calendar year, your Before- Tax Contribution election shall automatically be converted to an election to continue contributing at the same rate on an After-Tax Contribution basis. This election will continue until you elect to either change your deferral percentage or stop contributing to the Plan. If, however, you are eligible to make Catch-Up Contributions, and you contribute the maximum Before-Tax Contribution amount permitted under the IRS limits, your Before-Tax election shall automatically continue until you have contributed the maximum Catch-up Contribution amount for the calendar year ($5,500 for 2011), at which time your Before-Tax Contribution election shall be converted to an election to continue contributing at the same rate on an After- Tax Contribution basis. This election will continue until you elect to either change your deferral percentage or stop contributing to the Plan. Impact on Other Benefits Before-Tax Contributions reduce your federal taxable income that is, they are not included as taxable income on your W-2 federal earnings statement. However, they do not reduce your Base Annual Salary for purposes of determining your Company-provided benefits such as life insurance, disability benefits or, based on current law, your retirement income. Roth Contributions including Roth Catch-Up Contributions You may also make Roth Contributions. The combination of your Before-Tax Contributions and Roth Contributions for the calendar year is subject to the IRS annual limit ($16,500 for 2011). Roth Contributions are deducted from your Earnings after federal income, Social Security, state and local taxes are withheld so these contributions are reported as part of your W-2 taxable earnings for the year. Saving on an after-tax basis does not affect your current income taxes. The special feature about Roth Contributions is that if your Roth Contributions are in your SRIP account for a minimum of five (5) years, and you have attained least age 59½, your Roth Contributions and any accumulated earnings are tax free when withdrawn or distributed. If you elect to make Roth Contributions and contribute the maximum Before-Tax/Roth Contribution amount permitted by the IRS limits for the calendar year ($16,500 for 2011), your Roth Contribution election shall 12

16 automatically be converted to an election to continue contributing at the same rate on an After-Tax Contribution basis. This election will continue until you elect to either change your deferral percentage or stop contributing to the Plan. If, however, you are eligible to make Catch-Up Contributions, and you contribute the maximum Before-Tax/Roth Contribution amount permitted under the IRS limits, your Roth election shall automatically continue until you have contributed the maximum Catch-up Contribution amount for the calendar year ($5,500 for 2011), at which time your Roth Contribution election shall be converted to an election to continue contributing at the same rate on an After-Tax Contribution basis. This election will continue until you elect to either change your deferral percentage or stop contributing to the Plan. Voluntary After-Tax Contributions You may also make voluntary After-Tax Contributions. Voluntary After-Tax Contributions are deducted from your Earnings after federal income, Social Security, state and local taxes are withheld so these contributions are reported as part of your W-2 taxable earnings for the year. Saving on an after-tax basis does not affect your current income taxes. In addition, Highly Compensated Employees may be restricted from saving above a certain amount of voluntary After-Tax Contributions in order for the Plan to comply with federal regulations. If you are affected by this limit, you will be notified. Understanding Before-Tax Contributions Although there are withdrawal restrictions and IRS penalties on withdrawals of Before- Tax Contributions, there are significant advantages to making Before-Tax Contributions. Before-Tax Contributions are deducted before your federal income tax is calculated so they are not reported as part of your taxable W-2 federal earnings for the year. Depending on the state in which you live, Before-Tax Contributions may not be subject to state and/or local income taxes. Before-Tax Contributions may make it more affordable to save because your take-home pay will be higher than if you save the same amount on a Roth basis or an after-tax basis. Taxes are not due on your Before-Tax Contributions until you take them out of the Plan. Generally, this is at retirement, when your personal income tax rate may be lower. Section 401(k) of the Internal Revenue Code allows the Plan to offer pre-tax contributions. In exchange for these tax advantages, the Internal Revenue Service regulations impose restrictions on when the elections must be made and under what circumstances contributions may be withdrawn. All elections must be made prior to the pay period in which you earn the compensation on which your contributions are based. Unlike before-tax contributions to the Flexible Benefits Program, your SRIP contributions are subject to Social Security taxes, so your Social Security disability or retirement benefit will not be affected. IRS Limitations Applicable to All Participants There is an annual maximum on Before-Tax Contributions and Roth Contributions imposed by the Internal Revenue Code that applies to all employees. This annual amount is adjusted from time to time by the Internal Revenue Service. For 2011, this limit is $16,500. This limit includes any Before-Tax Contributions and Roth 13

17 Contributions you make to employer-sponsored qualified 401(k) plans, except Catch-Up Contributions. Contact Vanguard at (800) or online at to find out this limit for any year. If your Before-Tax Contributions plus Roth Contributions exceed this limit during the calendar year, the excess will be continued on an after-tax basis. You can choose to change your deferral election by calling Vanguard at (800) or by going online to If choose to stop contributing, your Safe Harbor Matching Contributions will stop once your Before-Tax Contributions plus Roth Contributions reach the annual limit. With auto conversion, you will continue to contribute and receive a Safe Harbor Matching Contribution on your After-Tax Contributions and, if eligible, Catch-Up Contributions (assuming they Basic Contributions which are matched). Limits are also imposed on the total annual additions (employee contributions, whether Before-Tax, Roth or After-Tax, and Company contributions including Safe Harbor Matching Contributions and Employer Basic Contributions) you are allowed to have for all qualified defined contribution plans, such as SRIP, sponsored by a company in any year. This amount is adjusted from time to time by the IRS; for 2011 the amount is the lesser of $49,000 or 100% of compensation. If you are affected, you will be notified. Changing Your Contributions You may change the percentage amount of Before-Tax Contributions, After-Tax Contributions, Roth Contributions, once a month by contacting Vanguard at (800) or going online to If you choose to stop your contributions, you can choose to have contributions begin again at any time by contacting Vanguard. Contribution changes that are recorded by Vanguard by the 20 th of the month will become effective as of the first day of the following month. Otherwise, they will become effective as of the first day of the next following month. If you have made a hardship withdrawal of Before-Tax Contributions and/or Roth Contributions, from your account as described on page 26, all contributions to your account will be suspended for a period of six months. Contributions that remain in your account will continue to share in the investment results of the fund(s) in which they are invested. When the suspension ends, contributions will resume automatically based on your most current elections. Rollover Contributions If you have an account from another employer s qualified retirement plan, including a Roth contribution account, you may rollover all or a part of a distribution from the other employer s qualified plan into SRIP. You can make a Rollover Contribution by submitting a completed Qualified Rollover Form to Vanguard along with the following supporting documents: a summary plan description or a statement from the other employer s plan administrator as to the qualification of the plan from which you received the distribution a copy of the original distribution statement a copy of the original distribution check or check stub The Plan will accept direct transfers from another qualified plan or rollovers from another qualified plan if it is made within 60 days of the original distribution. Rollovers of Roth contributions will only be accepted as a direct transfer. 14

18 Top-Heavy Provision The IRS has certain rules intended to ensure that tax-qualified plans like SRIP are nondiscriminatory. A plan that primarily favors key employees that is, owners, officers and highly compensated employees is considered by the IRS to be a top-heavy plan. When a plan becomes top-heavy, special minimum benefit rules become applicable. In the unlikely event that SRIP becomes top-heavy, you will be notified. 15

19 Investing in SRIP Funds Your SRIP account is held in a trust fund to which your contributions and the Company contributions are deposited. Your account will increase or decrease, depending on the investment results of the funds in which you invest your account. You Decide How to Invest your Contributions When you enroll in SRIP, you decide how contributions to your account are invested. The decision you make for your After-Tax Contributions, Before-Tax Contributions, and Roth Contributions also applies to your Employer Basic Contributions. As discussed on page 11, the Safe Harbor Matching Contribution in Company Stock on 40% of the amount you contribute from your Earnings, will be invested in the Company Stock Fund. After you receive the allocation to the Company Stock Fund, you are free to transfer all or a portion of your investment in the Company Stock Fund to any other investment option available under the Plan at any time (subject to certain restrictions on sales by executive officers or affiliates). See pg. 18. You can make a separate investment election for each Rollover Contribution. If you fail to make an election with respect to the investment of your account, your account will be invested in the age-appropriate Target Retirement Fund based on your age at the time you are eligible to enroll. 16

20 SRIP contributions may be invested in one or more of the following investment options in 1% increments: Fund Name Vanguard 500 Index Fund Investor Shares Vanguard Asset Allocation Fund DFA Emerging Markets Value Portfolio Class R2 Vanguard Capital Opportunity Fund Dodge & Cox Income Fund Dodge & Cox Stock Fund Vanguard International Growth Fund Lord Abbett Small Cap Value Fund I Prime Money Market Fund Vanguard Retirement Savings Trust IV Russell Equity I Fund Fund Type Domestic Stock Funds Balanced Funds (Stocks and Bonds) International Stock Funds Domestic Stock Funds Bond Funds Domestic Stock Funds International Stock Funds Domestic Stock Funds Short Term Reserves Short Term Reserves Domestic Stock Funds T. Rowe Price Blue Chip Growth Advisor Class Domestic Stock Funds Vanguard Target Retirement Fund 2005 Vanguard Target Retirement Fund 2010 Vanguard Target Retirement Fund 2015 Vanguard Target Retirement Fund 2020 Vanguard Target Retirement Fund 2025 Vanguard Target Retirement Fund 2030 Vanguard Target Retirement Fund 2035 Vanguard Target Retirement Fund 2040 Vanguard Target Retirement Fund 2045 Vanguard Target Retirement Fund 2050 Vanguard Target Retirement Fund 2055 Vanguard Target Retirement Income Fund Company Stock Fund Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Balanced Funds (Stocks and Bonds) Common Stock of The New York Times Company and short term reserves* These funds have different investment objectives and carry different degrees of risk and potential reward. Various measures of the historical performance of each fund is attached as Appendix A. For detailed information about the investment funds, contact Vanguard at (800) or at The choice of investment funds may change from time to time, at the discretion of the Pension Investment Committee. In the event there are changes, all Plan Participants will be notified. Neither the Company, the Plan Trustee, the Pension Investment Committee nor the other Plan fiduciaries are responsible for the investment choices you make or the investment losses that might occur from your decisions. The Company does not guarantee investment results, the performance of these funds and is not liable for any loss you might experience as a result of investment performance. Since SRIP permits you to self-direct the investment of your account, the Plan is intended to comply with the requirements of Section 404(c) of the ERISA, thereby relieving the Company, the Plan Trustee, the Pension 17

21 Investment Committee and other Plan fiduciaries Committee of liability for any losses that are the result of your investment decisions. The Company Stock Fund became available as an investment option effective June 30, The portion of your Account invested in the Company Stock Fund (including Employer Safe Harbor Matching Contributions allocated to the Company Stock Fund) can not exceed 10% of your total account balance, which limitation will be implemented in accordance with procedures adopted by the Plan Administrator. Each of the investment funds may have different investment objectives and risk associated with it. You should review the fund prospectus for each fund for specific information about each one. You can obtain this information from Vanguard by calling (800) or online at Investment Funds Management All of the Target Retirement Funds and the Vanguard 500 Index Fund are managed and administered by Vanguard. The Dodge & Cox Income Fund and Dodge & Cox Stock Fund are managed by Dodge & Cox Funds, c/o Boston Financial Data Services, P. O. Box 8422, Boston, MA The Russell Equity I Fund is managed by Frank Russell Trust Company, 1201 Pacific Avenue, Tacoma, WA The Lord Abbett Small-Cap Value Fund Class Y is managed by Lord, Abbett & Co., LLC, 90 Hudson Street, Jersey City, NJ The T. Rowe Price Blue Chip Growth Advisor Class is managed by T. Rowe Price, 100 East Pratt Street, Baltimore MD The DFA Emerging Markets Value Portfolio Class R2 is managed by Dimensional Fund Advisors LP, 6300 Bee Cave Rd., Building One, Austin TX Changing Investments There are two ways you can change your investments: You can move money already invested in the Plan in other words, past contributions plus any investment gains by making an investment allocation change of funds. The change affects only amounts already deposited in your Plan account, but not future contributions. To change the investment of future contributions, you can make a future investment allocation change. This affects the investment of future contributions only. Of course, you can make both types of changes at the same time. Just keep in mind that you need to request each type of change separately. You can change the investment of future contributions and change the allocation of funds already in your account once each business day by contacting Vanguard at (800) or by going online to An investment allocation change of funds will become effective the following day. A future investment allocation change will become effective with the following payroll contribution that is added to your account. Prohibitions against insider trading apply to all employees of The New York Times Company. Transfers in and out of the Company Stock Fund by executive officers of The New York Times Company may also be affected by restrictions under Section 16(b) of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933, and transfers by certain persons with ongoing access to material non-public information with respect to The New York Times Company may be subject to Company-established window periods. Prior to attempting to effect any such transaction, all executive officers and persons with 18

22 ongoing access to material non-public information with respect to The New York Times Company should consult with the Legal Department in accordance with Company policy. You will be entitled to vote the units of the Company Stock Fund allocated to your account. The Trustee shall vote all shares of Company Stock in accordance with your instructions (which may include an instruction to abstain). With respect to any shares of Company Stock held in the Company Stock Fund as to which no voting instructions have been received, the Trustee shall vote such shares in proportion to the shares for which voting instructions have been provided. In the event of a tender offer for shares of Company Stock held in the Company Stock Fund, the Trustee shall tender such shares in accordance with your instructions. With respect to any shares of Company Stock held in the Company Stock Fund as to which no instructions have been received, such shares shall be tendered in proportion to the shares for which tender instructions have been provided. Notwithstanding the foregoing, the Trustee reserves the ability to instead vote and/or tender shares as it determines is necessary to fulfill its fiduciary duties under ERISA. Your Account The value of your account is maintained in an individual account established in your name and valued as of each business day. You can track the value of your SRIP account by telephone, via the internet ( or through your personal account statement. Managing Your Account You can conduct the following account transactions at any time by calling Vanguard at (800) or going online to Enroll in the Plan. Change the investment direction of future contributions. Transfer money between funds. Change the amount of your payroll contribution percentage. Request loans Request withdrawals. To register for online account access you will need your plan number (091853). Go to select Register for Web access and follow the onscreen instructions. You will receive a personal identification number (PIN) with your enrollment kit that will allow you to use Vanguard s automated VOICE Network. If you haven t received a PIN, call Vanguard at (800) To access your accounts through your Web browser must support 128-bit encryption and Secure Sockets Layer (SSL) version 3.0 protocol. These technologies provide the highest level of security and privacy when you access account information, initiate online account transactions or send secure messages. 19